Winding Up Rules
G.S.R. 46(E)
The Companies (Winding Up) Rules, 2020
Petition for winding up by the Tribunal and its advertisement, the provisional liquidator and Company Liquidator, settlement of the list of contributories, meetings of creditors and contributories, collection and distribution of assets, calls, sale of assets, dividends, and the summary procedure for winding up.
191
Rules
G.S.R. 46(E)
Notification
Form WIN 1
Petition
Made under
The Companies Act, 2013 Chapter XX
191
rules
Default readable text
Opening text
Preamble
MINISTRY OF CORPORATE AFFAIRS NOTIFICATION New Delhi, the 24th January, 2020
G.S.R. 46(E).--In exercise of the powers conferred by sub-sections (1) and (2) of section 468 and sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules, namely:--
Chapter I
4 rules
General
R. 2 Definitions
R. 3 Petition for winding up
R. 4 Statement of affairs
Chapter II
19 rules
Petition and Provisional Liquidator
R. 5 Admission of petition and directions as to advertisement
R. 6 Copy of petition to be furnished
R. 7 Advertisement of petition
R. 8 Application for leave to withdraw petition
R. 9 Substitution for original petitioner
R. 10 Procedure on substitution
R. 11 Affidavit-in-objection
R. 12 Affidavit in reply
R. 13 Applicability
R. 14 Appointment of provisional liquidator or Company Liquidator
R. 15 Rules applicable to provisional liquidator
R. 16 Costs, etc., of provisional liquidator
R. 17 Order to be sent to liquidator and form of order
R. 18 Contents of winding up order
R. 19 Directions on making winding up order
R. 20 Advertisement of order
R. 21 Declaration by Company Liquidator
R. 22 Company Liquidator to take charge of assets and books and papers of company
R. 23 Form of proceedings after winding up order is made
Chapter III
23 rules
Contributories and Company Liquidator
R. 24 Application for leave to commence or continue suit or proceeding
R. 25 Report by Company Liquidator
R. 26 Inspection of statement of affairs and report
R. 27 Consideration of report by Tribunal
R. 28 Provisional list of contributories
R. 29 Notice to be given of date of settlement
R. 30 Settlement of list
R. 31 Notice of settlement to contributories
R. 32 Supplemental list of contributories
R. 33 Variation of list
R. 34 Application for rectification of list
R. 35 List of contributories consisting of past members
R. 36 Meeting of creditors and contributories
R. 37 Company Liquidator to report result of meeting
R. 38 Filling -up of vacancy in advisory committee
R. 39 Company Liquidator and members of advisory committee dealing with company’s assets
R. 40 Advisory committee not to make profit
R. 41 Cost of obtaining order of Tribunal
R. 42 Order sanctioning payment to advisory committee
R. 43 Meetings of advisory committee
R. 44 Application of rules to meetings
R. 45 Notice of meeting
R. 46 Place and time of meeting
Chapter IV
45 rules
Meetings of Creditors and Contributories
R. 47 Notice of first or other meeting to officers of company
R. 48 Proof of notice
R. 49 Costs of meeting
R. 50 Chairman of meeting
R. 51 Resolution at creditors’ meeting
R. 52 Resolution of contributories’ meeting
R. 53 Copies of resolution to be filed
R. 54 Non-receipt of notice by creditor or contributory
R. 55 Adjournments
R. 56 Quorum
R. 57 Procedure in absence of quorum
R. 58 When creditor can vote
R. 59 Case in which creditors may not vote
R. 60 When secured creditor can vote
R. 61 Effect of voting by a secured creditor
R. 62 Procedure when secured creditor votes without surrendering security
R. 63 Admission or rejection of proof for purposes of voting
R. 64 Minutes of proceedings
R. 65 Report to Tribunal
R. 66 Voting by proxies
R. 67 Form of proxies
R. 68 Proxies to Company Liquidator or chairman of meeting
R. 69 Use of proxies by deputy
R. 70 Forms to be sent with notice
R. 71 Proxies to be lodged
R. 72 Holder of proxy not to vote on matter in which he is financially interested
R. 73 Minor not to be appointed proxy
R. 74 Filling in proxy where creditor or contributory is blind or incapable
R. 75 Proxy of person not acquainted with English
R. 76 Submission of periodical reports to the tribunal
R. 77 Employment of additional or special staff by Official Liquidator
R. 78 Declaration by professional
R. 79 Record book to be maintained by Company Liquidator
R. 80 Registers and books to be maintained by Company Liquidator
R. 81 All money to be paid into special bank account in a scheduled bank
R. 82 Bills, cheques, etc. to be deposited with bank
R. 83 Payments into Bank
R. 84 Company Liquidator’s Dividend Account
R. 85 Where the company has no available assets
R. 86 Investment of surplus funds
R. 87 Company Liquidator to examine accounts for purposes of investment
R. 88 Investments to be made by Bank
R. 89 Dividend and interest to be credited
R. 90 Refunds of taxes
R. 91 Half-yearly accounts to be filed
Chapter V
43 rules
Accounts, Proof of Debts and Claims
R. 92 Form of account
R. 93 Nil account
R. 94 Registry to send copy of account to auditor
R. 95 Audit of Company Liquidator’s accounts
R. 96 Audit certificate to be filed
R. 97 Audit fees
R. 98 Inspection of account and certificate of audit
R. 99 Account and auditor’s report to be placed before Tribunal
R. 100 Notice for proving debts
R. 101 Proof of debt
R. 102 Mode of proof and verification thereof
R. 103 Contents of proof
R. 104 Workmen’s dues
R. 105 Production of bills of exchange and promissory notes
R. 106 Value of debts
R. 107 Discount
R. 108 Interest
R. 109 Periodical payments
R. 110 Proof of debt payable at future time
R. 111 Examination of proof
R. 112 Company Liquidator’s right to call any person in connection with investigation
R. 113 Affidavit
R. 114 Costs of proof
R. 115 Acceptance or rejection of proof to be communicated
R. 116 Appeal by creditor
R. 117 Procedure where creditor appeals
R. 118 Company Liquidator not to be personally liable for costs
R. 119 Proofs and list of creditors to be filed in Tribunal
R. 120 List of creditors not to be varied
R. 121 Notice of filing list and inspection of same
R. 122 Expunging of proof
R. 123 Procedure on failure to prove debt within time fixed
R. 124 Right of creditor who has not proved debt before declaration of dividend
R. 125 Payment of subsequent interest
R. 126 Attendance at proceedings
R. 127 Representation of creditors and contributories before Tribunal
R. 128 Powers of Company Liquidator
R. 129 Company Liquidator to be in position of receiver
R. 130 Company’s property to be surrendered to Company Liquidator on requisition
R. 131 Calls by Company Liquidator
R. 132 Company Liquidator to realise uncalled capital
R. 133 Application for leave to make call
R. 134 Notice of application
Chapter VI
45 rules
Calls, Examination and Sale of Assets
R. 135 Order granting leave to make call and document making call
R. 136 Service of notice of call
R. 137 Order for payment of call
R. 138 Other moneys due by contributories
R. 139 Application for examination under section 299
R. 140 Directions at hearing of application
R. 141 Service of summons
R. 142 Conduct of examination
R. 143 Notes of deposition
R. 144 Order for examination under section 300
R. 145 Notice of examination
R. 146 Adjournment of examination for orders of Tribunal
R. 147 Procedure for contumacy
R. 148 Notes of examination
R. 149 Application under sub-section (5) of section 300
R. 150 Warrant of arrest of contributory
R. 151 Prison to which contributory arrested on warrant is to be taken
R. 152 Execution of warrant of arrest outside jurisdiction of Tribunal
R. 153 Application under section 339 or section 340
R. 154 Directions at preliminary hearing of summons
R. 155 Liberty to apply for further directions
R. 156 Application for disclaimer
R. 157 Preliminary hearing of application
R. 158 Claimant to furnish statement of his interest
R. 159 Service of notice
R. 160 Order granting leave to disclaim
R. 161 Disclaimer to be filed in Tribunal
R. 162 Vesting of disclaimed property
R. 163 No claim to be compromised or abandoned without sanction of Tribunal
R. 164 Application for sanction of compromise
R. 165 Sale to be subject to sanction and to confirmation by Tribunal
R. 166 Procedure at sale
R. 167 Expenses of sale
R. 168 Declaration of dividend or return of capital
R. 169 Notice of declaration
R. 170 Form of authority to pay dividend
R. 171 Transmission of dividends, etc. by post
R. 172 Form of order directing return of capital
R. 173 Payment of dividend or return of capital due to deceased creditor or contributory
R. 174 Company Liquidator to apply for dissolution
R. 175 Dissolution of company
R. 176 Liquidator to pay the balance into Company Liquidation Dividend and Undistributed Assets Account
R. 177 Conclusion of winding up
R. 178 Application to declare dissolution void
R. 179 Statement to accompany payment
Chapter VII
12 rules
Dividends, Unclaimed Assets and Records
R. 180 Unclaimed dividends or undistributed assets under investment
R. 181 Application by person for payment of money paid into the Company Liquidation Dividend and Undistributed Assets Account
R. 182 Cost and expenses payable out of the assets in a winding up by Tribunal
R. 183 Costs in the discretion of Tribunal
R. 184 Bill of costs by authorised representative, etc. employed by Company Liquidator
R. 185 Fees in misfeasance proceeding
R. 186 Fees when proceeding is compromised
R. 187 Costs of parties having common interest
R. 188 Tribunal’s power to fix a fee
R. 189 Allowance to witnesses
R. 190 Powers and functions of Official Liquidator
R. 191 Inspection of file
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